Voltaire Announces Special Meeting Of Shareholders To Be Held On January 6, 2011
Voltaire Ltd. ("Voltaire"; NASDAQ: VOLT), a leading provider of scale-out data center fabrics, hereby provides notice of a special meeting of its shareholders to be held at the principal executive offices of Voltaire located at 13 Zarchin Street, Ra’anana 43662, Israel on January 6, 2011 at 4:00 P.M. Israel time, to consider and vote upon the proposals: (1) to approve the Agreement of Merger, dated as of November 29, 2010, by and among Voltaire, Mellanox Technologies, Ltd., a company formed under the laws of the State of Israel ("Mellanox"), and Mondial Acquisition Corporation Ltd., a company formed under the laws of the State of Israel and a wholly-owned subsidiary of Mellanox ("Merger Sub"), the merger of Merger Sub with and into Voltaire under the provisions of the Israeli Companies Law, 1999, so that Voltaire will be the surviving company and will become a wholly-owned subsidiary of Mellanox, and all other transactions contemplated under the Agreement of Merger, and (2) to approve the purchase by Voltaire of a run-off Directors and Officers Liability Insurance for a period of seven years following the closing of the merger, as permitted under the Agreement of Merger. The Agreement of Merger was furnished by Voltaire to the U.S. Securities and Exchange Commission on a Form 6-K on November 29, 2010.
The approval of the foresaid proposals requires the affirmative vote in favor of such proposals by the holders of a majority of the voting power represented at the special meeting in person or by proxy and voting thereon (excluding abstentions), and in respect of proposal No. (1) it is also required that a majority of the voting power represented at the special meeting in person or by proxy and voting thereon (excluding abstentions and excluding any shares of Voltaire held by (a) Mellanox, Merger Sub or any other person or entity holding, directly or indirectly, 25% or more of the voting power or the right to appoint 25% or more of the directors of Mellanox or Merger Sub; (b) a person or entity acting on behalf of Mellanox, Merger Sub or a person or entity described in clause (a) above; or (c) a family member of, or an entity controlled by, Mellanox, Merger Sub or any of the foregoing), will not have voted against such proposal.
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